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EXHIBIT 10.6
May 10, 1996
Xx. Xxxxxx X. Xxxxxxx
Chairman
Echo Bay Mines Ltd. and
Echo Bay Management Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Dear Xxx:
This is to confirm the agreements and understandings which have been
reached concerning your employment by Echo Bay Mines Ltd., its subsidiaries and
related companies (collectively "Echo Bay").
1. Services:
Echo Bay hereby employs you, and you hereby agree to serve, as its
Chairman. So long as you are employed hereunder, you shall continue to devote
the principal portion of your business time and energies to the business
affairs of Echo Bay and in the promotion, development and improvement of its
interests.
2. Compensation:
In consideration for the performance of your employment services Echo Bay
shall pay you an aggregate annual salary of U.S. $350,000, subject to periodic
review and adjustment. Your salary shall be paid in monthly, twice monthly, or
bi-weekly installments, depending upon the frequency of salary payments
generally applicable to senior management employees of Echo Bay.
Notwithstanding the fact your appointment as Chairman takes effect today, your
entitlement to salary shall become effective as of July 1, 1996.
3. Additional Benefits:
In addition to the foregoing you shall be entitled during the term hereof:
(a) to an option grant pursuant to the share incentive plan of
the Corporation (the "Plan"), covering an option to acquire 100,000
common shares in the capital of the Corporation, exercisable at
today's closing price as published by The Toronto Stock Exchange,
vesting six months from today, and otherwise as specified in the
customary certificate of grant delivered by the Chairman of the
Compensation Committee;
(b) to participate in any share incentive plans from time to time
established by Echo Bay, on a basis presently envisaged to involve
annual grants, commencing in or about November 1996, of options to
acquire 50,000 common shares in the capital of the Corporation,
exercisable in accordance with the Plan; and
(c) to such other benefits as may from time to time be established by
Echo Bay and applicable to employees generally. It is acknowledged
that you shall not participate in the employee cash incentive plan.
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It is specifically understood and agreed that you shall receive from Echo
Bay credit for and shall be paid effective July 1, 1996 an additional annual
amount equal to 6% of your aggregate annual salary, with such payments to be
made directly to you or into the Echo Bay Inc. Partnership Savings Plan for
United States employees, or in such other manner as may be appropriate should
you be based in Canada.
4. Termination of Services:
If Echo Bay should deliver to you written notice that your services
hereunder will no longer be required, Echo Bay will pay or cause you to be paid
a lump sum equal to twice the amount of your annual salary in effect at the
time such notice is given. If such notice is given you agree to resign
forthwith from any and all offices and directorships held by you with Echo Bay.
In addition, should Echo Bay purport to alter the scope of your duties
hereunder, in such manner that in result you suffer what would constitute a
demotion (in the context of an employer-employee relationship), you shall be
entitled to treat this as notice of constructive termination of your services
hereunder. In such event, the provisions hereinabove specified in respect of
compensation in lieu of notice shall apply mutatis mutandis.
In any case where notice of termination is given or is construed to have
been given hereunder, you shall be paid an additional sum equal to 20% of your
annual salary then in effect in lieu of any further benefits under this letter
agreement, except to the extent these would already have accrued or been earned
by you under Echo Bay's retirement or option plans.
Echo Bay shall, notwithstanding the foregoing, not be deemed to have
terminated your services if you have reached normal retirement age and Echo Bay
has indicated it no longer wishes to retain your services. For the purposes
hereof the expression "normal retirement age" shall mean, in the absence of an
agreement to the contrary by the parties, the day when you shall have reached
the full age of 65 years.
Furthermore, if during the term of your employment there should be a
"Change of Control", as defined in Exhibit A attached hereto, and thereafter
a) you do not serve as Chairman (or in a position of
similar or during such period of two years your service with Echo Bay
should terminate for any reason other than voluntary resignation,
death, disability, or retirement at or after your normal retirement
date under Echo Bay's retirement plans, or
b) you voluntarily resign your position at Echo Bay within
one year of a Change of Control as a result of a good faith
determination that, as a result of the Change of Control, you are
unable to effectively discharge the duties of the position you
occupied immediately prior to such Change of Control on or before
your last day of service with Echo Bay, Echo Bay will pay to you in
lieu of any rights, other than those accrued as of the date of
termination under Echo Bay's retirement or option plans, a lump sum
cash amount equal to three times the total of your annual salary
amount in effect at the time of Change of Control, and you shall not
be entitled to future participation in Echo Bay's insurance,
retirement, option and other fringe benefit plans.
Notwithstanding anything to the contrary contained herein, if any amount
otherwise payable under this Section 4 would constitute a "parachute payment",
as defined in Section 280 G of the Internal Revenue Code, the payment will be
reduced to the largest amount that would result in no portion being subject to
the excise tax imposed by, or the disallowance of a deduction under, applicable
provisions of the Code.
In the event of a threat (actual or perceived) of a takeover bid for
voting control of the Corporation, the Secretary shall be required to estimate,
prior to the occurrence of a Change of Control, the extent to which you might
receive a "parachute payment" should your employment be terminated as a result
thereof. Such estimate by the
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Secretary and the method of its calculation shall, in the absence of compelling
evidence to the contrary, be deemed to be conclusive and binding upon the
parties hereto. The Secretary shall also be entitled to set up a reserve and
set aside sufficient funds to permit payment of the aforesaid lump sum amount
to you.
It is further understood and agreed that if the termination of service
occurs within three years of your normal retirement age, the total amount
payable under the preceding paragraphs shall be calculated as provided therein
and then multiplied by a fraction, the numerator of which is the number of
whole months remaining until the normal retirement age date and the denominator
of which is 36.
In the event of termination of your employment after a Change of Control
by reason of death or disability, you (or your designated beneficiary or
estate) will be entitled to all rights available to you under Echo Bay's
benefit and compensation plans applicable in the case of death or disability
which were in effect immediately prior to the Change of Control or, if greater,
in effect at the time of death or disability. Your death or disability after
you are eligible to receive lump sum severance payments under this agreement
shall not affect the obligation of Echo Bay to make such payments.
If you should be entitled to receive payments from Echo Bay on account of
termination of your employment under the terms of another employment or
severance agreement, or under the terms of applicable laws and regulations,
such other payments shall discharge payments under this agreement and payments
under this agreement shall discharge pro tanto such other amounts due to you.
Notwithstanding the foregoing provisions hereof, should your employment be
terminated for "cause", as that term is interpreted according to the laws of
the State or Province where you were based immediately prior to your
termination, you shall only be entitled to be compensated as determined by a
court of competent jurisdiction in such State or Province.
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If the foregoing accurately sets forth the agreements and understandings
we have reached, please sign the enclosed copy of this letter and return it to
me, whereupon it shall, effective as of May 10, 1996 become a binding agreement
enforceable in accordance with its terms.
Yours truly,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
President and Chief Executive Officer,
Echo Bay Mines Ltd.
Echo Bay Management Corporation
Accepted and Agreed to by
Xxxxxx X. Xxxxxxx and intending
to be legally bound hereby
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
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Exhibit A
"Change of Control" shall be deemed to have taken place if (i) a third
person, including a group, becomes the beneficial owner of shares of Echo Bay
Mines Ltd. (the "Company") having 20% or more of the total number of votes that
may be cast for the election of directors of the Company or (ii) there occurs
any cash tender or exchange offer, amalgamation or other business combination,
sale of assets or contested election, or any combination of the foregoing
transactions, and as a result of or in connection with either (i) or (ii),
persons who were directors of the Company before the event shall cease to
constitute a majority of the Board of Directors of the Company or any successor
to the Company.
